Form 4 SentinelOne, Inc. For: Apr 07 Filed by: Third Point LLC
April 11, 2022 5:00 PM EDT
| FORM
4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities
Exchange Act of 1934
or Section 30(h) of the Investment Company Act of
1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Expires: |
December 31, 2014 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
|
Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue.
See
Instruction 1(b).
|
1. Name and Address of Reporting Person
*
(Street)
|
2. Issuer Name
and
Ticker or Trading Symbol
SentinelOne, Inc.
[
S
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
Director |
X |
10% Owner |
|
Officer (give title below) |
|
Other (specify below) |
|
|
3. Date of Earliest Transaction
(Month/Day/Year)
04/07/2022
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check
Applicable Line)
|
Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting
Person |
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned |
|---|
| 1.
Title of Security (Instr.
3)
|
2.
Transaction Date
(Month/Day/Year) |
2A.
Deemed Execution Date, if any
(Month/Day/Year) |
3.
Transaction Code (Instr.
8)
|
4.
Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
|
5.
Amount of Securities Beneficially Owned Following Reported
Transaction(s) (Instr.
3 and 4)
|
6.
Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
|
7.
Nature of Indirect Beneficial Ownership (Instr.
4)
|
| Code |
V |
Amount |
(A) or (D) |
Price |
|
Class A common stock, par value $0.0001 per share
|
04/07/2022 |
|
S |
|
108,088
|
D
|
$
35.7859
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4,680,487
|
I
|
See footnotes
|
|
Class A common stock, par value $0.0001 per share
|
04/08/2022 |
|
S |
|
383,616
|
D
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$
34.6658
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4,296,871
|
I
|
See footnotes
|
|
Class A common stock, par value $0.0001 per share
|
04/11/2022 |
|
S |
|
1,008,296
|
D
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$
34.3509
|
3,288,575
|
I
|
See footnotes
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
3)
|
2. Conversion or Exercise Price of Derivative Security
|
3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
|
5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
|
6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
|
8. Price of Derivative Security (Instr.
5)
|
9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
|
10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
|
| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Explanation of Responses: |
|
|
|
|
|
| Remarks: |
| The Power of Attorney granted by Daniel S. Loeb in favor of William Song and Joshua L. Targoff, dated February 17, 2021, was previously filed with the SEC on March 4, 2021 as Exhibit 24 to the Form 4 filed by Third Point LLC and Daniel S. Loeb with respect to Radius Global Infrastructure, Inc. and is incorporated herein by reference. |
|
DANIEL S. LOEB, /s/ William Song, as Attorney-in-Fact for Daniel S. Loeb |
04/11/2022 |
|
** Signature of Reporting Person |
Date |
|
THIRD POINT LLC, /s/ William Song, as Attorney-in-Fact for Daniel S. Loeb, Chief Executive Officer of Third Point |
04/11/2022 |
|
** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Explanation of Responses:
| (1) |
The securities of the Issuer set forth herein are held by certain funds (the "Funds") managed or advised by Third Point LLC (“Third Point”). Daniel S. Loeb is the Chief Executive Officer of Third Point. By
reason of the provisions of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Third Point and Mr. Loeb may be deemed to be the beneficial owners of the securities beneficially owned by the Funds. Third Point and Mr. Loeb
hereby disclaim beneficial ownership of all such securities, except to the extent of any indirect pecuniary interest therein.
|
| (2) |
Each share of the Issuer’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”) is
entitled to one vote per share and each share of the Issuer’s Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) is entitled to 20 votes per
share and is convertible at any time on a 1:1 basis into one share of Class A Common Stock. The Class B Common Stock will automatically convert into Class A Common Stock upon certain transfers and upon the earlier of (i) the date specified by a
vote of the holders of 66 2/3% of the Class B Common Stock, (ii) the date that is seven years after the date of the Prospectus, (iii) the death, resignation or removal of the President and Chief Executive Officer of the Issuer, Tomer
Weingarten, and (iv) the date on which the number of shares of Class B Common Stock held by Mr. Weingarten and his affiliated entities is less than 25% of the number of shares of Class B Common Stock held by them on the date of the Prospectus,
in each case as more fully described in the Issuer’s Prospectus, dated June 29, 2021, as filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 30, 2021 (the “Prospectus”). The shares of Class A Common Stock and Class B
Common Stock have no expiration date.
|
| (3) |
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $35.29 to $35.98, inclusive. The Reporting
Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range
set forth in this footnote 3 to this Form 4.
|
| (4) |
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.50 to $35.14, inclusive. The Reporting
Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range
set forth in this footnote 4 to this Form 4.
|
| (5) |
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $34.05 to $34.89, inclusive. The Reporting
Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range
set forth in this footnote 5 to this Form 4.
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